题目内容
XYZ股份有限公司由甲、乙两个发起人于2002年发起设立，后经核准向社会公开募集股份并于2006年在上海证券交易所上市。其股本总额为20000万元。2009年发生如下事项： (1)5月8日召开的公司董事会通过如下决议： ①根据公司产品市场营销业务发展的需要，决定增设市场开发部，并根据总经理A的提名聘任B为市场开发部经理； ②根据总经理A的提名，解聘财务负责人C的职务，聘任监事D兼任财务负责人； ③决定发行公司债券，责成总经理A准备相关文件资料报送有关部门核准。 (2)5月20日召开的股东大会通过如下决议： ①2008年税后利润为5000万元，公司已累计提取法定公积金8000万元(以前年度均为盈利)，公司决定不再提取法定公积金和任意公积金； ②选举股东代表甲、丁和职工代表E为新一届的监事会成员； ③动用税前利润3000万元和计入资本公积金的发行股票溢价收入1000万元，收购本公司股份1200万股，并拟于1年后奖励给本公司职工。 ④以非公开发行的方式向本公司的控股股东甲发行股份1000万股。上述向甲股东发行股票定价基准日为6月1日，发行价格为每股20元，其前20个交易日公司股票均价为每股25元，6月10日发行结束，甲股东全部认购，但其欲在2009年7月1日转让该股份。 2010年5月，H公司、K公司同为某公司的子公司，H公司、K公司通过证券交易所的证券交易分别持有XYZ上市公司2%、3%的股份。H公司、K公司在法定期间内向国务院证券监督管理机构和证券交易所报告并公告其持股比例后，继续在证券交易所进行交易。当分别持有XYZ上市公司股份10%、20%时，H公司、K公司决定继续对XYZ上市公司进行收购，在向国务院证券监督管理机构报送上市公司收购报告书之日起15日后，即向XYZ上市公司的所有股东发出并公告收购该公司全部股份的要约，收购要约约定的收购期限为60天。 收购要约期满，H公司、K公司持有XYZ上市公司的股份达到85%，持有其余15%股份的股东要求H公司、K公司继续以收购要约的同等条件收购其股票，遭到拒绝。 要求：根据公司法律制度的规定，分析说明以下问题，并说明理由： (1)公司董事会通过增设市场开发部和聘任开发部经理的决议是否符合规定？ (2)董事会聘任监事D为财务负责人是否符合规定？ (3)董事会决议发行公司债券是否符合规定？ (4)公司决定不再提取法定公积金是否符合规定？ (5)股东大会选举产生新一届监事会是否符合规定？ (6)收购本公司股份的数额、所用资金和奖励职工的时间是否符合规定？ (7)甲公司以非公开发行股票方式向甲股东发行的价格是否符合规定？并说明理由。 (8)甲股东在2009年7月1日转让该股份的做法是否正确？并说明理由。 (9)H公司、K公司是否为一致行动人？简要说明理由。 (10)收购要约期满后，XYZ上市公司的股票是否还具备上市条件？简要说明理由。 (11)H公司、K公司拒绝收购其余15%股份的做法是否合法？简要说明理由。
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St. Petersburg. The very name brings to mind some of Russia’s greatest poets, writers and composers. Pushkin, Dostoevsky, Tchaikovsky. The golden age ended with the advent of World War Ⅰ. Working people were growing more and more discontented. In 1917, Communism came, promising peace and prosperity. St. Petersburg had become Petrograd in 1914. People wanted a Russian name for their city. Ten years later, the city’s name changed again, this time to Leningrad. Then in 1991, Leningraders voted to restore the city’s original name. Some people opposed the name change altogether.
2 At home Theodore Roosevelt had affection, not compliments, whether these were unintentional and sincere or were thinly disguised flattery. And affection was what he most craved from his family and nearest friends, and what he gave to them without stint. As I have said, he allowed nothing to interrupt the hours set apart for his wife and children while he was at the White House; and at Oyster Bay there was always time for them. A typical story is told of the boys coming in upon him during a conference with some important visitor, and saying reproachfully, "It’s long after four o’clock, and you promised to go with us at four. " "So I did," said Roosevelt. And he quickly finished his business with the visitor and went. When the children were young, he usually saw them at supper and into bed, and he talked of the famous pillow fights they had with him. House guests at the White House some times unexpectedly caught sight of him crawling in the entry near the children’s rooms, with two or three children riding on his hack. Roosevelt’s days were seldom less than fifteen hours long, and we can guess how he regarded the laboring men of today who clamor for eight and six, and even fewer hours, as the normal period for a day’s work. He got up at half-past seven and always finished breakfast by nine, when what many might call the real work of his day began. The unimaginative laborer probably supposes that most of the duties which fall to all industrious President are not strictly work at all;but if any one had to meet for an hour and a half every forenoon such Congressmen and Senators as chose to call on him, he would understand that that was a job involving real work, hard work. They came every day with a grievance, or an appeal, or a suggestion, or a favor to ask, and he had to treat each one, not only politely, but more or less differently. Early in his Administration I heard it said that he offended some Congressmen by denying their requests in so loud a voice that others in the room could hear him, and this seemed to some a humilia- tion. President McKinley, on the other hand, they said, lowered his voice, and spoke so softly and sweetly that even his refusal did not jar on his visitor, and was not heard at all by the bystanders. If this happened, I suspect it was because Roosevelt spoke rather explosively and had a habit of emphasis, and not because he wished in any way to send his petitioner’s rebuff through the room. Nor was the hour which followed this, when he received general callers, less wearing. As these persons came from all parts of the Union, so they were of all sorts and temperaments. Here was a worthy citizen from Colorado who, on the strength of having once heard the President make a public speech in Denver, claimed immediate friendship with him. Then might come an old lady from Georgia, who remembered his mother’s people there, or the lady from Jacksonville, Florida, of whom I have already spoken. Once a little boy, who was almost lost in the crush of grown-up visitors, managed to reach the President. "What can I do for you" the President asked; and the boy told how his father had died leaving his mother with a large family and no money, and how he was selling typewriters to help support her. His mother, he said, would be most grateful if the President would accept a typewriter from her as a gift. So the President told the little fellow to go and sit down until the other visitors had passed, and then he would attend to him. No doubt, the boy left the White House well contented--and richer. How did the President treat the boy who had lost his father
· Read the article below about success in the business world.· Choose the best word to fill in each gap.· For each question 21-30, mark one letter A, B, C or D. According to certain beer commercials, the contemporary version of success consists in moving up to a premium brand that costs a dime or so more per bottle. Credit-card companies would have you (21) success inheres in owning their particular piece of plastic. Under the flag of success, modern-style, liberal arts colleges are withering (22) business schools are burgeoning... and yet even business schools are having an increasingly hard time finding faculty members, because teaching isn’t (23) "successful" enough. Amid a broad consensus that there is a glut of lawyers and an epidemic of strangling litigation, record numbers of young people continue to flock to law school (24) , for the individual practitioner, a law degree is still considered a safe ticket. Many, by external standards, will be "successes". Yet there is a deadening and dangerous flaw in their philosophy: It has little room, little sympathy and less respect for the noble failure, for the person who (25) past the limits, who aims gloriously high and falls unashamedly (26) . That sort of ambition doesn’t have much place in a world where success is proved by worldly reward (27) by accomplishment itself. That sort of ambition is increasingly thought of as the domain of irredeemable eccentrics, of people who haven’t quite caught on—and there is great social pressure not to be one of them. The irony is that today’s success-chasers seem obsessed with the idea of not settling. Yet in doggedly (28) the rather brittle species of success now in fashion, they are restricting themselves to a chokingly narrow swath of turf along the entire (29) of human possibilities. Does it ever (30) to them that, frequently, success is what people settle for when they can’t think of something noble enough to be worth tailing at
In Zurich, a leading canton in the Swiss Confederation, it has been proposed to teach one foreign language—English—in primary schools. This would represent a change (21) Zurich’s elementary school kids now study English and French. Voters will decide whether French will be (22) Some educators (23) that two foreign languages are too much for kids. Supporters of one foreign language believe that kids fail to reach strong (24) in German, the mother tongue for schoolchildren in Zurich. In fact, Zurich kids speak Swiss German, which is (25) an oral language. In school they have to learn standard German, which (26) is a foreign language. (27) you add them all together Zurich kids are learning four languages. All of Switzerland will watch what Zurich voters decide because Zurich is an influential canton and others may (28) . Yet some German-speaking cantons have already decided to (29) plans to reduce the number of foreign languages. (30) what happens, Swiss kids will be fluent in more than one language which is a definite asset in today’s (31) economy. It is also a definite asset in learning other subjects. Studies (32) in American universities have found that kids who study in duallanguage schools outperform their (33) who are taught in English only. Apparently, kids educated in two languages develop a mental (34) that monolingual kids lack. Perhaps four languages are too many in elementary schools, but two is not (35) at all.
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